EXHIBIT 10(iii)(A)(98) RESTRICTED STOCK AWARD AGREEMENT UNDER THE NATIONAL SERVICE INDUSTRIES, INC. 2001 NONEMPLOYEE DIRECTORS' STOCK INCENTIVE PLAN THIS AGREEMENT, made and entered into as of the 7th day of January, 2002, by and between NATIONAL SERVICE INDUSTRIES, INC. (the "Company") and ______________________________________________ ("Grantee"). W I T N E S S E T H T H A T: WHEREAS, the Company maintains the National Service Industries, Inc. Nonemployee Directors' Stock Incentive Plan (the "Plan"), and the Board of Directors has approved the grant of this Restricted Stock Award to Grantee under the Plan; NOW, THEREFORE, IT IS AGREED, by and between the Company and Grantee, as follows: 1. AWARD OF RESTRICTED STOCK 1.1 The Company hereby grants to Grantee an award of _______ Shares of restricted stock ("Restricted Stock"), subject to, and in accordance with, the restrictions, terms, and conditions set forth in this Agreement. The grant date of this award of Restricted Stock is January 7, 2002 ("Grant Date"). 1.2 This Agreement shall be construed in accordance with, and subject to, the provisions of the Plan (the provisions of which are incorporated herein by reference) and, except as otherwise expressly set forth herein, the capitalized terms used in this Agreement shall have the same definitions as set forth in the Plan. 2. RESTRICTIONS 2.1 Subject to Sections 2.2 and 2.3 below, if Grantee continues to serve as a director of the Company, Grantee shall become vested in the Restricted Stock as set forth below on each anniversary of the Grant Date (each such date shall be a "Vesting Date"), such that on January 7, 2006 ("Final Vesting Date") all of the Shares of Restricted Stock shall be fully vested: Date Number of Shares Vested ---- ----------------------- January 7, 2003 25% (______ Shares) January 7, 2004 25% (______ Shares) January 7, 2005 25% (______ Shares) January 7, 2006 25% (______ Shares) On each Vesting Date, Grantee shall own the Vested Shares of Restricted Stock free and clear of all restrictions imposed by this Agreement (except those imposed by Section 3.4 below). The Company shall deliver a certificate(s) for the Vested Shares of Restricted Stock to Grantee as soon as practical after each Vesting Date. For purposes of this Agreement, service as a Director of a Subsidiary of the Company or employment with the Company or a Subsidiary of the Company shall be considered service as a Director of the Company. 2.2 In the event, prior to the Final Vesting Date, (i) Grantee dies while actively serving as a Director of the Company, or (ii) Grantee's service as a Director is terminated by reason of Disability or by reason of retirement on or after age 65, the Restricted Stock shall become fully vested and nonforfeitable as of the date of Grantee's death, Disability, or retirement. The Company shall deliver a certificate(s) for the Restricted Stock, free and clear of any restrictions imposed by this Agreement (except for Section 3.4) to Grantee (or, in the event of death, Grantee's surviving spouse or, if none, to Grantee's estate) as soon as practical after Grantee's date of death or termination of service for Disability or retirement. Except for death, Disability, or retirement or as provided in Section 2.3, if Grantee resigns as a Director or if the Company terminates Grantee's service as a Director prior to the Final Vesting Date, the Restricted Stock shall cease to vest further and Grantee shall only be entitled to the Restricted Stock that is vested as of Grantee's date of termination of service. 2.3 Notwithstanding the other provisions of this Agreement, in the event of a Change in Control prior to Grantee's Final Vesting Date, the Restricted Stock shall become fully vested and nonforfeitable as of the date of the Change in Control. On the date of the Change in Control, the Company shall deliver to Grantee a certificate(s) for the Restricted Stock, free and clear of any restrictions imposed by this Agreement. 2.4 The Restricted Stock may not be sold, assigned, transferred, pledged, or otherwise encumbered prior to the date Grantee becomes vested in the Restricted Stock. 3. STOCK; DIVIDENDS; VOTING 3.1 The stock certificate(s) evidencing the Restricted Stock shall be registered on the Company's books in the name of Grantee as of the Grant Date. The Company may issue stock certificates or evidence Grantee's interest by using a book - 2 - entry account. Physical possession or custody of such stock certificates shall be retained by the Company until such time as the Shares are vested in accordance with Section 2. The Company reserves the right to place a legend on the stock certificate(s) restricting the transferability of such certificates and referring to the terms and conditions (including forfeiture) of this Agreement and the Plan. 3.2 During the period the Restricted Stock is not vested, Grantee shall be entitled to receive dividends and/or other distributions declared on such Restricted Stock and Grantee shall be entitled to vote such Restricted Stock. 3.3 In the event of a Change in Capitalization, the number and class of Shares or other securities that Grantee shall be entitled to, and shall hold, pursuant to this Agreement shall be appropriately adjusted or changed to reflect the Change in Capitalization, provided that any such additional Shares or additional or different shares or securities shall remain subject to the restrictions in this Agreement. 3.4 Grantee represents and warrants that he is acquiring the Restricted Stock for investment purposes only, and not with a view to distribution thereof. Grantee is aware that the Restricted Stock may not be registered under the federal or any state securities laws and that, in addition to the other restrictions on the Shares, they will not be able to be transferred unless an exemption from registration is available or the Shares are registered. By making this award of Restricted Stock, the Company is not undertaking any obligation to register the Restricted Stock under any federal or state securities laws. 4. NO RIGHT TO CONTINUED SERVICE AS A DIRECTOR Nothing in this Agreement or the Plan shall be interpreted or construed to confer upon Grantee any right with respect to continuance as a Director of the Company or any Subsidiary, nor shall this Agreement or the Plan interfere in any way with the right of the Company or a Subsidiary or their shareholders to terminate Grantee's service as a Director at any time. 5. TAXES AND WITHHOLDING Grantee shall be responsible for all federal, state, and local income taxes payable with respect to this award of Restricted Stock. Grantee shall have the right to make such elections under the Internal Revenue Code of 1986, as amended, as are available in connection with this award of Restricted Stock. The Company and Grantee agree to report the value of the Restricted Stock in a consistent manner for federal income tax purposes. The Company shall have the right to retain and withhold from any payment of Restricted Stock the amount of taxes (if any) required by any government to be withheld or otherwise deducted and paid with respect to such payment. At its discretion, the Company may require Grantee to reimburse the Company for any such taxes required - 3 - to be withheld and may withhold any distribution in whole or in part until the Company is so reimbursed. In lieu thereof, the Company shall have the right to withhold from any other cash amounts due to Grantee an amount equal to such taxes required to be withheld or withhold and cancel (in whole or in part) a number of shares of Restricted Stock having a market value not less than the amount of such taxes. 6. GRANTEE BOUND BY THE PLAN Grantee hereby acknowledges receipt of a copy of the Plan and the prospectus for the Plan, and agrees to be bound by all the terms and provisions thereof. 7. MODIFICATION OF AGREEMENT This Agreement may be modified, amended, suspended, or terminated, and any terms or conditions may be waived, but only by a written instrument executed by the parties hereto. 8. SEVERABILITY Should any provision of this Agreement be held by a court of competent jurisdiction to be unenforceable or invalid for any reason, the remaining provisions of this Agreement shall not be affected by such holding and shall continue in full force in accordance with their terms. 9. GOVERNING LAW The validity, interpretation, construction, and performance of this Agreement shall be governed by the laws of the State of Delaware without giving effect to the conflicts of laws principles thereof. 10. SUCCESSORS IN INTEREST This Agreement shall inure to the benefit of, and be binding upon, the Company and its successors and assigns, whether by merger, consolidation, reorganization, sale of assets, or otherwise. This Agreement shall inure to the benefit of Grantee's legal representatives. All obligations imposed upon Grantee and all rights granted to the Company under this Agreement shall be final, binding, and conclusive upon Grantee's heirs, executors, administrators, and successors. 11. RESOLUTION OF DISPUTES Any dispute or disagreement which may arise under, or as a result of, or in any way relate to the interpretation, construction, or application of this Agreement shall - 4 - be determined by the Board. Any determination made hereunder shall be final, binding, and conclusive on Grantee and the Company for all purposes. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. NATIONAL SERVICE INDUSTRIES, INC. By:_____________________________________ Brock A. Hattox, Chairman, Chief Executive Officer and President ________________________________________ Name:___________________________________ - 5 -